exv10w2






EXHIBIT 10.2




FORM OF

OUTSIDE DIRECTOR STOCK AWARD




TOREADOR RESOURCES CORPORATION

2005 LONG-TERM INCENTIVE PLAN



Pursuant to the Toreador Resources Corporation 2005 Long-Term Incentive Plan (the “Plan”) for key
employees, key consultants, and outside directors of Toreador Resources Corporation, a Delaware
corporation (the “Company”) and its Subsidiaries,




(the “Participant”)




     has been granted a Stock Award in accordance with Section 6.9 of the Plan.



     1. Terms of Award. The number of shares of Common Stock awarded under this Award
Agreement (this “Agreement”) is ______shares (the “Awarded Shares”). The Date of Grant of this
Award is __________, ______.



     2. Subject to Plan. This Agreement is subject to the terms and conditions of the
Plan, and the terms of the Plan shall control to the extent not otherwise inconsistent with the
provisions of this Agreement. The capitalized terms used herein that are defined in the Plan shall
have the same meanings assigned to them in the Plan. This Agreement is subject to any rules
promulgated pursuant to the Plan by the Board or the Committee and communicated to the Participant
in writing.



     3. Vesting. The Awarded Shares are fully vested.



     4. Voting. The Participant, as record holder of the Awarded Shares, has the exclusive
right to vote, or consent with respect to, such Awarded Shares until such time as the Awarded
Shares are transferred in accordance with this Agreement or a proxy is granted; provided,
however, that this Section 4 shall not create any voting right where the holders of
such Awarded Shares otherwise have no such right.



     5. Representations, Etc. Each spouse individually is bound by, and such spouse’s
interest, if any, in any Awarded Shares is subject to, the terms of this Agreement. Nothing in
this Agreement shall create a community property interest where none otherwise exists.



     6. Simultaneous Death. If Participant and his spouse both suffer a common accident or
casualty which results in their respective deaths within 60 days of each other, it shall be
conclusively presumed, for the purpose of this Agreement, that the Participant died first and the
spouse died thereafter.



     7. Dispute Resolution.




     (a) Arbitration. All disputes and controversies of every kind and nature
between any parties hereto arising out of or in connection with this Agreement or the
transactions described herein as to the construction, validity, interpretation or meaning,
performance, non-performance, enforcement, operation or breach, shall be submitted to
arbitration pursuant to the following procedures:



 









 






     (i) After a dispute or controversy arises, any party may, in a written notice
delivered to the other parties to the dispute, demand such arbitration. Such notice
shall designate the name of the arbitrator (who shall be an impartial person)
appointed by such party demanding arbitration, together with a statement of the
matter in controversy.




     (ii) Within 30 days after receipt of such demand, the other parties shall, in a
written notice delivered to the first party, name such parties’ arbitrator (who
shall be an impartial person). If such parties fail to name an arbitrator, then the
second arbitrator shall be named by the American Arbitration Association (the
“AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be
an impartial person) within 30 days after appointment of the second arbitrator, or
in lieu of such agreement on a third arbitrator by the two arbitrators so appointed,
the third arbitrator shall be appointed by the AAA. If any arbitrator appointed
hereunder shall die, resign, refuse or become unable to act before an arbitration
decision is rendered, then the vacancy shall be filled by the method set forth in
this Section 8 for the original appointment of such arbitrator.




     (iii) Each party shall bear its own arbitration costs and expenses. The
arbitration hearing shall be held in Dallas, Texas at a location designated by a
majority of the arbitrators. The Commercial Arbitration Rules of the American
Arbitration Association shall be incorporated by reference at such hearing and the
substantive laws of the State of Texas (excluding conflict of laws provisions) shall
apply.




     (iv) The arbitration hearing shall be concluded within 10 business days from
the beginning of the arbitration hearing unless otherwise ordered by the arbitrators
and the written award thereon shall be made within 15 days after the close of
submission of evidence. An award rendered by a majority of the arbitrators
appointed pursuant to this Agreement shall be final and binding on all parties to
the proceeding, shall resolve the question of costs of the arbitrators and all
related matters, and judgment on such award may be entered and enforced by either
party in any court of competent jurisdiction.




     (v) Except as set forth in Section 7(b), the parties stipulate that the
provisions of this Section 7 shall be a complete defense to any suit, action
or proceeding instituted in any federal, state or local court or before any
administrative tribunal with respect to any controversy or dispute arising out of
this Agreement or the transactions described herein. The arbitration provisions
hereof shall, with respect to such controversy or dispute, survive the termination
or expiration of this Agreement.




No party to an arbitration may disclose the existence or results of any arbitration
hereunder without the prior written consent of the other parties; nor will any party to an
arbitration disclose to any third party any confidential information disclosed by any other
party to an arbitration in the course of an arbitration hereunder without the prior written
consent of such other party.




     (b) Emergency Relief. Notwithstanding anything in this Section 7 to
the contrary, any party may seek from a court any provisional remedy that may be necessary
to protect any rights or property of such party pending the establishment of the arbitral
tribunal or its determination of the merits of the controversy or to enforce a party’s
rights under Section 7.



     8. Participant’s Representations. Notwithstanding any of the provisions hereof, the
Participant hereby agrees that he will not acquire any Awarded Shares, and that the Company will
not be obligated to issue
any Awarded Shares to the Participant hereunder, if the issuance of such shares shall
constitute a



 









 







violation by the Participant or the Company of any provision of any law or regulation
of any governmental authority. Any determination in this connection by the Company shall be final,
binding, and conclusive. The obligations of the Company and the rights of the Participant are
subject to all applicable laws, rules, and regulations.



     9. Participant’s Acknowledgments. The Participant acknowledges receipt of a copy of
the Plan, which is annexed hereto, and represents that he is familiar with the terms and provisions
thereof, and hereby accepts this Award subject to all the terms and provisions thereof. The
Participant hereby agrees to accept as binding, conclusive, and final all decisions or
interpretations of the Board or the Committee upon any questions arising under the Plan or this
Agreement.



     10. Law Governing. This Agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of Texas (excluding any conflict of laws rule or principle of
Texas law that might refer the governance, construction, or interpretation of this agreement to the
laws of another state).



     11. Legal Construction. In the event that any one or more of the terms, provisions,
or agreements that are contained in this Agreement shall be held by an arbitrator to be invalid,
illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable
term, provision, or agreement shall not affect any other term, provision, or agreement that is
contained in this Agreement and this Agreement shall be construed in all respects as if the
invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein.



     12. Covenants and Agreements as Independent Agreements. Each of the covenants and
agreements that is set forth in this Agreement shall be construed as a covenant and agreement
independent of any other provision of this Agreement. The existence of any claim or cause of
action of the Participant against the Company, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Company of the covenants and agreements
that are set forth in this Agreement.



     13. Entire Agreement. This Agreement together with the Plan supersede any and all
other prior understandings and agreements, either oral or in writing, between the parties with
respect to the subject matter hereof and constitute the sole and only agreements between the
parties with respect to the said subject matter. All prior negotiations and agreements between the
parties with respect to the subject matter hereof are merged into this Agreement. Each party to
this Agreement acknowledges that no representations, inducements, promises, or agreements, orally
or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not
embodied in this Agreement or the Plan and that any agreement, statement or promise that is not
contained in this Agreement or the Plan shall not be valid or binding or of any force or effect.



     14. Parties Bound. The terms, provisions, and agreements that are contained in this
Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their
respective heirs, executors, administrators, legal representatives, and permitted successors and
assigns, subject to the limitation on assignment expressly set forth herein.



     15. Modification. No change or modification of this Agreement shall be valid or
binding upon the parties unless the change or modification is in writing and signed by the parties;
provided, however, that the Company may change or modify this Agreement without the Participant’s
consent or signature if the Company determines, in its sole discretion, that such change or
modification is necessary for purposes of compliance with or exemption from the requirements of
Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding
the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.



 









 





     16. Headings. The headings that are used in this Agreement are used for reference and
convenience purposes only and do not constitute substantive matters to be considered in construing
the terms and provisions of this Agreement.



     17. Gender and Number. Words of any gender used in this Agreement shall be held and
construed to include any other gender, and words in the singular number shall be held to include
the plural, and vice versa, unless the context requires otherwise.



     18. Notice. Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered only when actually received by the Company or by the Participant, as the
case may be, at the addresses set forth below, or at such other addresses as they have theretofore
specified by written notice delivered in accordance herewith:




	 	(a)	 	Notice to the Company shall be addressed and delivered as follows:
	 
	 	 	 	Toreador Resources Corporation

13760 Noel Road, Suite 1100

Dallas, Texas 75240

Attn: Chief Executive Officer

Facsimile:  (214) 559-3945

	 
	 	(b)	 	Notice to the Participant shall be addressed and delivered as set forth on the
signature page.





     19. Tax Requirements. The Participant is hereby advised to consult immediately with
his or her own tax advisor regarding the tax consequences of this Agreement. The Company or, if
applicable, any Subsidiary (for purposes of this Section 19, the term “Company” shall be
deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid
in cash or other form in connection with the Plan, any Federal, state, local, or other taxes
required by law to be withheld in connection with this Award. The Company may, in its sole
discretion, also require the Participant receiving shares of Common Stock issued under the Plan to
pay the Company the amount of any taxes that the Company is required to withhold in connection with
the Participant’s income arising with respect to this Award. Such payments shall be required to be
made when requested by Company and may be required to be made prior to the delivery of any
certificate representing shares of Common Stock. Such payment may be made (i) by the delivery of
cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares
under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in
its sole discretion, so consents in writing, the actual delivery by the exercising Participant to
the Company of shares of Common Stock that the Participant has not acquired from the Company within
six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair
Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below)
the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in
writing, the Company’s withholding of a number of shares to be delivered upon the exercise of this
Award, which shares so withheld have an aggregate fair market value that equals (but does not
exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The
Company may, in its sole discretion, withhold any such taxes from any other cash remuneration
otherwise paid by the Company to the Participant.



[Signature Page to Follow]




 









 








     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer, and the Participant, to evidence his consent and approval of all the terms
hereof, has duly executed this Agreement, as of the date specified in Section 1 hereof.



	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	TOREADOR RESOURCES CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 	 	 	 
	 

	 	Name: 
	 

	 	 
	 

	 	Title: 
	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	PARTICIPANT:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Signature	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 
	 
	 	 	 	 	 	 
	 

	 	Address: